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ISSTA By-Laws

Article I – Purpose

The Irish Sound, Science and Technology Association (hereafter The Association) shall be an organization that brings people to the Island of Ireland to support integrating the fields of music, sound, science and technology. The Association shall serve musicians, researchers, scientists, engineers and artists by promoting the art, music and research in Ireland especially in international communities. Functions of The Association shall be but are not limited to:

Bringing together all practitioners who work in the merged fields of music and science or technology for collaboration and development.

Encouraging collaboration in order to grow the sonic arts in Ireland with a focus on new and innovative technologies and research.

Providing a membership directory to serve the purposes above.

Promoting members’ activities with a focus on international exposure.

Performing complementary functions to other music, arts and education associations and organisations in Ireland.

Providing grants and scholarships for study in integrated fields of music, science and technology.

Publishing conference proceedings and journals for the presentation of research.

Producing CDs, DVDs or other media for the distribution of the sonic arts.

Recognising extraordinary work by Irish and international practitioners through awards and publications.

Maintaining a web presence that will serve the functions above.

Article II – Members

Section 1. Membership

There shall be five classes of membership. The first class of members shall be known as Individual Members. The second class of membership shall be known as Student Members. The third class of members shall be known as Institutional Members. The fourth class of membership shall be known as Founding Members. The fifth class of membership shall be known as Patrons.

Section 2. Qualifications of Individual Members

Any person who is active in or who maintains an interest in any study or practice that involves sound with science and/or technology including but not limited to the domains of Acoustic Ecology; Acoustics; Circuit Bending; Computational Musicology; Computer Music; Digital Audio and Digital Signal Processing; DJ Practice; Electroacoustic Music; History of Sound, Science and Technology; Interfaces for Music or Sound; Laptop Music; Live Electronics; Live Sound Reinforcement; Music Perception; Music Recording and Production; Music/Audio software; Noise Music; Psychoacoustics; Recording Engineering; Sound Art; Soundscape Art/Studies; Sound Diffusion and Spatialization; Sound Engineering; Sound Synthesis and Design; and Sound, Science and Technology Education/Pedagogy (hereafter Domains of Interest) shall be eligible for Individual membership.

Section 3. Qualifications of Student Members

Anyone who is eligible for Individual membership and is currently enrolled in a recognised school, college or university shall be eligible for Student membership.

Section 4. Qualifications of Institutional Members

Any institution or corporation duly recognised and functioning as a non-profit or private business carrying out its activities and/or services in Domains of Interest shall be eligible for Institutional membership.

Section 5. Qualifications of Founding Members

Any volunteer or contributor to the formation of The Association before the First Annual Meeting at the First Convocation is automatically a founding member.

Section 6. Qualifications of Patrons

Any individual, institution or corporation making a substantial contribution to The Association shall be known as Patrons. A substantial contribution shall be defined by the Board of Officers until such time as the Board of Directors exists, then a substantial contribution shall be defined by the Board of Directors.

Section 7. Voting and Other Rights of Members

All Individual, Student, Institutional Members and Patrons in good standing are entitled to the rights and privileges of The Association. Each Individual and Student Member is entitled to one vote. Institutional Members will be asked annually upon membership renewal to declare at least one and no more than two representatives of the institution or corporation to The Association. In the event that a Patron membership represents an institution or corporation, the Patrons will be asked annually upon membership renewal to declare at least one and no more than two representatives of the Patron to The Association. Institutional Members and Patrons are entitled to two votes. The rights and privileges of the representatives will be defined by the Board of Officers, until such time as the Board of Directors exists, then a the rights and privileges shall be defined by the Board of Directors.

Section 8. Annual Meeting of the Membership

The annual meeting of the members of the Association shall be held in conjunction with the annual Irish Sound, Science and Technology Convocation (hereafter The Convocation).

Section 9. Action by Members

The affirmative vote of a majority of the members represented and voting at a meeting shall be necessary for the adoption of a motion or resolution. Additionally, an affirmative vote of a majority of the Board of Officers until such time as the Board of Directors exists, then an affirmative vote of the majority of the Board of Directors shall be necessary for the adoption of a motion or resolution that affects the Bylaws of the Association.

Section 10. Liability of Members

No person who is now, or who later becomes, a member of The Association shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of The Association shall look only to the assets of the Association for payment.

Section 11. Membership Certificates

The Board of Officers or the Board Directors may issue certificates of membership for each class of member upon request. No member shall be in more than one class of membership.

Article III – Dues

Section 1.

The annual dues of the classes of membership shall be determined by resolution of the Board of Officers until such time as the Board of Directors exists, then shall be determined by resolution of the Board of Directors, approved by not less than a simple majority of the members of the Board. Founding members are not responsible for dues in the first year of The Association, after which, Founding Members are responsible for the normal annual dues.

Section 2.

Annual dues shall be payable in advance and shall become due and payable by the annual Convocation (held in August) of each and every year. A bill for such annual dues shall be delivered to each member by mail or other form of written communication.

Section 3.

When a Member’s dues are one month in arrears, he or she shall no longer be considered in good standing. When a Member’s dues are one year in arrears, his or her membership shall be terminated after due notice by a Director or Officer of Membership.

Article IV – Board of Directors

Section 1. Powers and Duties

A) The Board of Officers shall have all powers and duties as determined herein until such time as the Board of Officers determine the need for the Board of Directors. The formation of the Board of Directors must be resolved by a simple majority vote of the Board of Officers.

B) The Board of Directors shall have general power to control and manage the affairs and property of The Association and shall have full power, by a majority vote, to adopt rules and regulations governing the action of the Board of Directors, the payment of the monies received by the Association, and to appoint Officers of the Association; provided, however, that fundamental and basic purposes of The Association, as expressed in these bylaws, shall not thereby be amended or changed and provided further, that the Board of Directors shall not permit any part of the net earnings or capital of The Association to inure to the benefit of any private individual.

Section 2. Number, Qualifications, Election and Term of Office

A) The number of Directors shall be seven, including the Chairman of the Board, Director of Recruitment and Membership, Director of Events, Director of Publications, Director of Media, Director of Public Relations and Director of Finance.

B) The Chairman, Director of Recruitment, Director of Membership, Director of Events and Director of Finance will be elected at the Annual Member meeting in odd-numbered years, including the founding year 2011. The Director of Research, Director of Publications and Director of Media will be elected at the Annual Member meeting in even-numbered years, beginning 2012. The Board of Directors will be nominated by Members of The Association. The term of office is two years.

C) Any director may be removed upon written explanation presented to this Director by unanimous vote at an annual or special meeting of the Board. Severe dereliction of duty shall be cause of removal. The Board shall define severe dereliction of duty.

D) The Chairman of the Board or the Secretary of The Association shall request nominations at least four months in advance of the Annual Meeting. All Members who have been nominated including Directors eligible for re-election shall be contacted to ascertain their willingness to serve. The names of all willing nominees shall be presented on a ballot to be distributed to the general membership at least two months prior to the Annual Meeting. Nominees can stand for no more than two Directorships. In the event that an individual wins two elections, the individual shall be appointed to the position with the higher vote count. The first runner-up in the second position will be elected to the second position.

Section 3. Vacancies

Any vacancy in the Board of Directors for any cause, including removal or resignation, shall be appointed by the majority vote of the Board of Directors. Any Director so elected shall remain in office until the next election at which point the position will be filled in the regular manner.

Section 4. Annual Meeting of the Board of Directors

The annual meeting of the Board of Directors shall be held at The Convocation before the Annual Member meeting. Physical attendance is required.

Section 5. Special Meetings of the Board of Directors

A Special Meeting may be called by the President of The Association or by two Directors of the Board. This meeting shall be held at a time and place suitable to a majority of the Board within three weeks of the call. Attendance via remote communication is acceptable.

Section 6. Regular Meetings of the Board of Directors

Regular meetings to be determined by the Board of Directors will be held at a time and place suitable to a majority of the Board. Attendance via remote communication is acceptable.

Section 7. Compensation

No Director or Officer of The Association shall receive, directly or indirectly any salary, compensation, or emolument therefrom for his or her service as Director or Officer; but the Board may authorise reimbursement of reasonable expenses incurred by Board members in connection with travel required by activities of The Association.

Section 8. Resignation

Any Director may resign at any time by giving written notice to the President of The Association. Such resignation shall take effect at any time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Article V – Board of Officers

Section 1. Numbers and Qualifications

The Board of Officers of the Association shall consist of at least a President, Vice-President, Treasurer, Secretary, Public Relations and Web Manager. As needed, Officers shall also elect any other offices deemed necessary. Need shall be determined by a simply majority vote of the Board of Officers until such time as the Board of Directors exists, then need shall be determined by a simple majority vote of the Board of Officers and Directors. All Officers must be Members of the Association.

Section 2. Election and Term of Office

The Board of Officers of The Association shall be elected biennially by the general members at the Annual Meeting until such time as the Board of Directors exists. Then the Officers shall be elected biennially by the Board of Directors. Officers may only serve two consecutive terms. They may run again after one term.

Elections for President and Vice-Presidents run in odd years. Elections for Treasurer and Secretary run in even years. Elections will take place at the Annual General Meeting.

If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be practical. Vacancies may be filled or new offices created and filled at any meeting of the Board of Officers. Each officer shall hold office until his or her successor shall have been duly elected and qualified. The terms of all officers shall normally commence on September 1st after the election of the Board.

Section 3. Removal

Any Officer of the Association may be removed by vote of the majority of the Board of Officers until such time as the Board of Directors exists, then the Board of Directors then in office.

Section 4. President

The President shall be the principal executive officer of The Association and shall supervise and conduct the activities and operations of The Association on behalf of the Board of Directors. He or she will serve as ex-officio Chair of the Board of Directors when such Board exists. He or she shall assist the Board of Officers and/or Directors to exercise its responsibilities by initiating discussion by the Board of Officers and/or Directors, keeping the Board of Officers and/or Directors fully informed of The Association’s activities and operations, and ensuring the Board of Officers and/or Directors is apprised of all information relevant to the making of policy. He or she is authorised to sign, in the name of The Association, all contracts and documents authorised either generally or specifically by the Board. He or she shall preside at all meetings of the Board of Officers and/or Directors and of The Association, supervise the election of the Board of Directors and serve notice of all meetings of the Board of Directors and the general membership at such time as the Board of Directors exists.

Section 5. Vice-President of Recruitment and Membership

The Vice-President of Recruitment and Membership (hereafter VPRM) shall have such power and duties as may be assigned to him or her either by the President or by the Board of Directors. In the absence of the President, the VPRM shall, in general, perform the duties of the President. The VPRM shall have the power and duty to act as membership development officer; to recommend to the Board of Officers and/or Directors actions to increase membership, retain membership and induce lapsed members to rejoin The Association; and, with the approval of the Board of Officers and/or Directors, to implement a programme of actions to attain these objectives. The VPRM shall have the power and duty to act as membership liaison officer, researching and formulating responses to membership questions and concerns, with the support of the Board of Officers and/or Directors.

Section 6. Vice-President of Conferences and Concerts

The Vice-President of Conferences and Concerts (VPCC) shall have the power and duty to oversee all matters pertaining to the Association’s Convocation, to advise the President and the Board in matters relating to the Convocation, and to advise and assist intending and actual Convocation organizers in matters relating to the Convocation. The VPCC shall be responsible for activities required by the Director of Events at such time said Director exists.

Section 7. Vice-President of Publications

The Vice-President of Publications (VPP) shall have the power and duty to oversee all matters pertaining to the Association’s publications, including but not limited to Convocation Proceedings, any and all media distributions and journal or paper publications as the need and funding warrant. The VPP shall advise the President and the Board in matters relating to any and all publications. The VPCC shall be responsible for activities required by the Directors of Publications and Media at such time said Directors exist. The VPP shall form and preside over the Editorial Board as necessary.

Section 8. Vice-President of Public Relations

The Vice-President of Public Relations (VPR) shall have the power and duty to oversee all matters pertaining to the Association’s public relations, including but not limited to press releases, liaising with the news media and publicity. The VPR shall advise the President and the Board in matters relating to public relations. The VPR shall be responsible for activities required by the Director of Public Relations at such time said Directors exists.

Section 9. Secretary

The Secretary shall act as secretary of all meetings of the membership and of the Board of Officers and/or Directors and shall keep the minutes of all such meetings in books prepared for that purpose. In the absence of the Secretary, a person shall be appointed to act as secretary of any meeting. The Secretary shall attend to the issuing of certain notices of The Association including notice of call for nominations for election to the Board of Officers and/or Directors. The Secretary shall perform all other duties customarily incident to the office of Secretary, subject to the control of the Board of Officers and/or Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Officers and/or Directors.

Section 10. Treasurer

The Treasurer shall have custody of all funds of The Association. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of The Association, and shall deposit all monies and valuable effects of The Association in the name to the credit of The Association in such banks or depositories as the Board of Officers, until such time as the Board of Directors exists, then the Board of Directors may designate. Whenever required by the Board of Directors, the Treasurer shall render a statement of the corporation’s accounts. The Treasurer shall be responsible for preparing the annual accounting statement and the proposed annual budget for the next fiscal year defined as September 1st, which must be presenting to the Board of Officers and Directors at the Annual Meeting, with copies to all Officers and Directors. The annual accounting statement and the proposed annual budget for the next fiscal year must be accepted and approved y the Officers and Directors. The Treasurer shall be responsible for preparing and filing all tax forms for The Association.

Article VI – Contracts, Checks, Deposits and Funds

Section 1. Contracts

The Board of Officers and/or Directors may authorise any Officer or Officers of the Association in addition to the President, to enter into an contract or execute and deliver any instrument in the name of and on behalf of The Association. Such authority must be in writing and may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.

All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of The Association and in such a manner as shall from time to time be determined by written resolution of the Board of Officers, until such time as the Board of Directors exists, then Board of Directors. In the absence of such determination by the Board of Officers or Directors, such instrument shall be signed by the Treasurer and countersigned by the President of The Association.

Section 3. Deposits

All funds of The Association shall be deposited from time to time to the credit of The Association in such banks, trust companies or other depositories as the Board of Officers, until such time as the Board of Directors exists, then the Board of Directors, may select.

Section 4. Gifts

The Board of Officers, until such time as the Board of Directors exists, then Board of Directors, may accept on behalf of The Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of The Association.

Article VII – Administration

Section 1. Professional Staff

The Board of Officers may, as need and funding warrant, appoint a paid professional staff person to the position of Administrative Officer of The Association. The Administrative Officer shall serve as a non-voting ex-officio member of the Board of Officers and/or Directors.

Section 2. Mailing address and administrative office

For information regarding the administration of the organisation please contact the Secretary Miriam Lohan. The mailing address for financial correspondence including but not restricted to bank statements, invoices, tax returns, to be the address of the current Treasurer, c/o Dr Jacqueline Walker, Department of Electronic & Computer Engineering, University of Limerick, Limerick, Ireland.

Section 3. Books

There shall be kept at the administrative office correct books of account of the activities and transactions of The Association. The minutes book which shall contain a copy of these bylaws and all minutes of all meetings of the Board of Officers and Directors will be kept by the Secretary. Minutes shall not be available to general members.

Article VIII – Amendments and Other Activities

These bylaws may be amended by the affirmative vote of a simple majority of the Officers and/or Directors. The duly elected Officers, whether or not they also serve as elected members of the Board of Directors, have the right to vote on all other actions requiring a simple majority vote at any meeting of the Board of Officers and Directors.